Exhibit 10.1
    

    
      SEPARATION AGREEMENT AND RELEASE 
    

    
                THIS SEPARATION AGREEMENT AND RELEASE (the “Agreement”),
      executed and delivered on December 23, 2009 and effective as of November
      20, 2009 (the “Effective Date”), by and between RAMCO-GERSHENSON
      PROPERTIES TRUST, a Maryland real estate investment trust (the “Trust”),
      and RICHARD J. SMITH (“Executive”).
    

    
                WHEREAS, prior to the Effective Date, Executive has been
      employed by the Trust as its Chief Financial Officer and Secretary;
    

    
                WHEREAS, the Trust and Executive entered into a certain letter
      agreement dated April 15, 1996, which expired by its terms on May 15,
      1999, regarding Executive’s employment with the Trust (the “Employment
      Agreement”);
    

    
                WHEREAS, prior to the Effective Date, the Trust has granted
      Executive a total of approximately 29,702 restricted shares of
      beneficial interest, $0.01 par value per share, of the Trust (the
      “Restricted Stock”) that remain unvested as of the Effective Date and
      that are subject to no performance conditions;
    

    
                WHEREAS, the Restricted Stock is governed by the terms of
      certain restricted stock agreements between Executive and the Trust (the
      “Restricted Stock Agreements”); and
    

    
                WHEREAS, the parties intend that this Agreement shall
      supersede the Employment Agreement and any oral agreements and
      understandings shall confirm Executive’s separation from service and set
      forth the terms relating thereto;
    

    
                NOW, THEREFORE, in consideration of the covenants and
      agreements hereinafter set forth in this Agreement, the Trust and
      Executive hereby agree as follows:
    

    
                1.        SEPARATION FROM SERVICE.  Executive hereby
      acknowledges and confirms that his employment with the Trust and any and
      all appointments he holds with the Trust and any of its subsidiaries,
      affiliates, joint ventures, partnerships and other business enterprises
      (collectively, “Affiliates”), whether as an officer, employee, trustee,
      consultant, agent, or otherwise, ceased on the Effective Date. 
      Executive understands and agrees that from and after the Effective Date
      he is no longer authorized to speak on behalf of, or incur any expenses,
      obligations or liabilities on behalf of, the Trust or any of its
      Affiliates (except statements he makes to lenders during the next 30
      days on behalf of the Trust or its Affiliates in connection with
      completing their credit facilities).  Executive hereby confirms that his
      resignation is not due to a “disagreement with the registrant” as such
      phrase is used in Form 8-K promulgated by the Securities and Exchange
      Commission.
    

    
                2.        PAYMENTS AND BENEFITS. In connection with
      Executive’s separation from service with the Trust, provided
      that Executive does not revoke the release and discharge set forth in
      Section 9(b) of this Agreement as provided therein, and provided
      further, that Executive complies with the terms of this Agreement,
      the Trust shall pay and provide Executive with the following payments
      and benefits (all of which shall be net of any applicable income tax and
      other legally required withholdings):
    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    
                (a)       CASH AMOUNTS. Executive shall be entitled to receive
      his base salary for two and one-half years following the Effective Date,
      at the rate in effect immediately prior to the Effective Date, payable
      in accordance with the Trust’s normal payroll procedures (currently, in
      equal bi-weekly installments) commencing on the first payroll date
      following the Effective Date and continuing for such two and one-half
      year period.  The Trust shall not be entitled to offset against such
      payments the amount of any compensation paid to or for the benefit of
      Executive during the severance period by any other employer.
    

    
                The consideration set forth in this Section 2(a) is not
      otherwise due to Executive.  The Trust will provide the consideration to
      Executive in exchange for Executive’s agreements and promises set forth
      in this Agreement.  Executive will not receive such consideration unless
      Executive signs this Agreement and does not revoke Executive’s
      acceptance of this Agreement during the seven (7) day period set forth
      in Section 9(b).
    

    
                (b)       RESTRICTED STOCK. As of the Effective Date:
    

    
                (i)       Executive shall forfeit his right to be granted any
      restricted shares pursuant to awards that are subject to performance
      conditions.  
    

    
                (ii)      All of the Restricted Shares shall immediately vest
      in full and be promptly delivered to Executive without any
      restrictions.  
    

    
                (iii)     The Trust shall promptly pay Executive the sum of
      $8,625, representing fully vested dollars associated with the 2004 LTIP
      payout.
    

    
                (c)       WELFARE BENEFITS.  If Executive elects continuation
      coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act
      (“COBRA”) for Executive and Executive’s eligible dependents, within the
      time period prescribed pursuant to COBRA, the Trust will pay for or
      reimburse Executive for the COBRA premiums for such coverage (at the
      coverage levels in effect for Executive immediately prior to the
      Effective Date) on a monthly basis until the earlier of (A) a period of
      eighteen (18) months from the Effective Date, or (B) the date upon which
      Executive and Executive’s eligible dependents become eligible to be
      covered under another substantially equivalent or better plan that is
      paid for by another employer.  Executive hereby advises the Trust that
      he is electing the COBRA continuation coverage described in this
      subsection for himself and his eligible dependents.  
    

    
                (d)       OFFICE AND OTHER EXPENSES.  The Trust will pay
      Executive $20,000 no later than January 31, 2010, that he may use for
      interim office, secretarial, advisory and other expenses.
    

    
      
        

        

      

      
        
          2
        

        
          


        

      

      
        

        

      

    

    
                (e)       LEGAL EXPENSES.  The Trust will pay Executive's
      legal fees and expenses relating to this Agreement no later than January
      31, 2010, provided that the Trust shall not be required to pay any
      amount under this Section 2(e) in excess of $15,000.
    

    
                (f)       NOTEBOOK COMPUTER, BLACKBERRY AND PHONE NUMBER.  The
      Trust hereby transfers all of its title to the Executive of the Notebook
      Computer, Blackberry and mobile phone number (248-961-4015, which
      originally belonged to Executive), that Executive has been using in
      connection with his employment by the Trust, and the Trust agrees to
      cooperate and assist Executive with the prompt and effective
      transitioning of these items to Executive.  The Trust is not
      transferring to Executive any software, the license to which is not
      transferable by its terms.  
    

    
                3.        PAYMENTS NOT SUBJECT TO CONDITIONS.  In addition to
      the payments and benefits set forth in Section 2 of this Agreement, the
      Trust acknowledges and agrees that it is obligated to, and shall, pay
      and provide Executive with the following payments and benefits (all of
      which shall be net of any applicable income tax and other legally
      required withholdings), and that such payments and benefits are not
      subject to any conditions or terms set forth in any other Section of
      this Agreement:
    

    
                (a)       ACCRUED OBLIGATIONS. On the Trust’s next payroll
      date, to the extent not previously paid, the Trust shall pay Executive’s
      base salary through the Effective Date and the Trust shall reimburse
      Executive for the expenses that he incurred during the course of his
      employment with the Trust, in each case, in accordance with the
      applicable Trust policies and procedures.
    

    
                (b)       ACCRUED VACATION PAY. Executive shall be entitled to
      receive payment for all accrued and unused vacation time for the prior
      and current calendar year, which shall be paid to him on the Trust’s
      next payroll date.  
    

    
                (c)       NOTIONAL SHARES.  Executive now owns 26,972 fully
      vested shares of deferred stock under deferral agreements with the
      Trust.  Executive shall be entitled to all deferred stock provided for
      under the deferral agreements in accordance with their terms.  
    

    
                (d)       STOCK OPTIONS.  Executive’s rights as to options
      vested as of the Effective Date to purchase a total of 52,436 common
      shares under the Trust’s stock option plans shall continue until
      terminated or expired in accordance with the provisions of such plans
      and the related stock options agreements.
    

    
                (e)       401(k) PLAN.  Executive shall retain all of his
      accrued rights under the Trust's 401(k) plan.
    

    
                (f)       MEDICAL PREMIUM.  The Trust will promptly pay
      Executive the sum of $16,884, which is equal to one year’s additional
      medical plan premium amount under the Trust’s PPO coverage plan at the
      2010 rate, no later than January 31, 2010.
    

    
      
        

        

      

      
        
          3
        

        
          


        

      

      
        

        

      

    

    
                4.        CONFIDENTIALITY; NONSOLICITATION.  Executive shall
      hold in a fiduciary capacity for the benefit of the Trust all secret or
      confidential information, knowledge or data relating to the Trust or any
      of its Affiliates, which shall have been obtained by Executive pursuant
      to or in connection with his employment by the Trust or any of its
      Affiliates and which shall not have become public knowledge (other than
      by acts by Executive or his representatives in violation of this
      Agreement). Executive shall not, without the prior written consent of
      the Trust, communicate or divulge to anyone other than the Trust and
      those designated by it, or use in any way for Executive’s personal gain
      or to the Trust’s detriment, any such information, knowledge or data.
      During the period of twenty-four (24) months following the date of this
      Agreement, Executive shall not solicit or encourage any employee or
      independent contractor of the Trust or of any affiliate of the Trust to
      leave or otherwise change the status of his, her or its relationship
      with the Trust or with any affiliate of the Trust.
    

    
                5.        NON-DISPARAGEMENT.  Except as may be required by law
      or subpoena, neither Executive nor the Trust shall make any statement
      that criticizes, ridicules, disparages or is otherwise derogatory of the
      other party.  In addition, except as may be required by law or subpoena,
      Executive shall not make any statement that criticizes, ridicules,
      disparages or is otherwise derogatory of any of the Trust’s current or
      former Affiliates, employees, officers, trustees or shareholders;
      provided that this sentence shall not apply to any person that is not
      known by Executive to currently be, or formerly to have been, in any
      such category, and shall not apply to any individual with respect to a
      reasonable criticism that is totally unrelated to the business and
      activities of the Trust.  For such purpose, statements by the Trust
      shall mean (i) statements by the Trust or any of its subsidiaries by
      press release or other formally released authorized announcement and
      (ii) oral or written statements by, or on behalf of, any executive
      officers or trustees of the Trust or any of its subsidiaries, but shall
      not mean oral or written statements by any other person.
    

    
                6.        COOPERATION.  Executive agrees that, from and after
      the Effective Date until the first anniversary of the Effective Date
      (the “Services Period”), Executive shall reasonably cooperate with the
      Trust and the successor Chief Financial Officer to provide an orderly
      transition and shall make himself available to consult with and provide
      services to the Trust regarding the businesses and affairs of the Trust
      and its Affiliates (the “Services”) on such dates and at such times as
      the Trust may reasonably request.  Executive shall receive no
      compensation for the Services other than as provided herein.  The
      parties understand and agree that Executive shall perform the Services
      as an independent contractor and not as an employee.  In addition,
      Executive shall cooperate in connection with the conduct of any action,
      proceeding or investigation involving the Trust and its
      Affiliates.  Notwithstanding any other provision of this Section 6,
      Executive's obligations under this Section shall not unreasonably
      interfere with the full-time endeavors of Executive, and the Trust shall
      pay all reasonable expenses incurred by Executive in performing his
      obligations under this Section 6.  In addition,  Executive shall in no
      event be required to perform services at a level that exceeds twenty
      percent of the average level of services he performed for the Trust over
      the immediately preceding 36-month period.
    

    
                7.        RETURN OF TRUST PROPERTY.  Executive confirms that,
      except as expressly provided in this Agreement, he has returned all
      property belonging to the Trust or any of its Affiliates, including all
      correspondence, memoranda, reports, files, books, working papers and any
      other documents, databases, computers, PDAs, computer storage devices
      (in each case whether originals, copies or extracts), keys, and any
      other property belonging to the Trust or any of its Affiliates and
      prepared by Executive or which came into his possession, custody or
      control in the course of his employment.  Executive confirms that he
      shall not retain any of the items or copies of such items.
    

    
      
        

        

      

      
        
          4
        

        
          


        

      

      
        

        

      

    

    
                8.        INJUNCTIVE RELIEF, ETC. The parties hereby
      acknowledge that their respective obligations under this Agreement are
      of such special, unique, and extraordinary character and value that the
      parties have no adequate remedy at law and will be irreparably harmed in
      the event of any breach or threatened breach thereof, and, therefore,
      agree that the parties shall be entitled to injunctive relief to prevent
      any breach or threatened breach of any of the provisions of this
      Agreement and shall be entitled to specific performance thereof, in
      addition to any other remedy at law or in equity that either party may
      have.
    

    
                9.        RELEASE BY EXECUTIVE.
    

    
                (a)       RELEASE. In consideration of the payments and
      benefits provided to Executive under this Agreement, and in
      consideration of the Trust’s waiver and release set forth below, in
      connection with his separation from service and after consultation with
      counsel, Executive, and each of Executive’s respective heirs, executors,
      administrators, representatives, agents, successors and assigns
      (collectively, the “Releasors”) hereby irrevocably and unconditionally
      release and forever discharge the Trust and any of its subsidiaries,
      affiliates or predecessors (collectively, the “Trust Group”) and each of
      their respective officers, employees, directors, trustees, shareholders
      and agents from any and all claims, actions, causes of action, rights,
      judgments, obligations, damages, demands, accountings or liabilities of
      whatever kind or character (collectively, “Claims”), including, without
      limitation, any Claims related to breach of contract, wrongful
      discharge, discrimination of any type (including, but not limited to,
      sex, race, age, disability and national origin), harassment, public
      policy violation, the Elliott-Larsen Civil Rights Act, the Persons With
      Disabilities Civil Rights Act, the Wages and Fringe Benefits Act, Title
      VII of the Civil Rights Act of 1964, the National Labor Relations Act,
      the Family Medical Leave Act, the Fair Labor Standards Act, the Employee
      Retirement Income Security Act (“ERISA”), the Rehabilitation Act of
      1973, the Whistleblowers’ Protection Act, the Older Workers Benefits
      Protection Act (“OWBPA”), the Americans With Disabilities Act, all
      federal, state, local statutes, ordinances, and laws, and every type of
      damage, compensation and/or relief (legal, equitable and otherwise)
      available that the Releasors may have, arising out of Executive’s
      employment relationship with and service as an employee, officer or
      director of the Trust Group, and the termination of such relationship or
      service; provided, however, that the release set forth in
      this Section 9(a) shall not apply to the obligations of the Trust or any
      of the Trust Releasors (as defined below) under this Agreement. The
      Releasors further agree that the payments and benefits described in this
      Agreement shall be in full satisfaction of any and all Claims for
      payments or benefits, whether express or implied, that the Releasors may
      have against the Trust Group arising out of Executive’s employment
      relationship or Executive’s service as an employee, officer and director
      of the Trust Group and the termination thereof other than rights under
      any and all the Trust benefit and retirement plans and programs in
      accordance with the terms of such plans or programs.
    

    
      
        

        

      

      
        
          5
        

        
          


        

      

      
        

        

      

    

    
                (b)       SPECIFIC RELEASE OF ADEA CLAIMS. In further
      consideration of the payments and benefits provided to Executive under
      this Agreement, the Releasors hereby unconditionally release and forever
      discharge the Trust Group, and each of their respective officers,
      employees, directors, trustees, shareholders and agents from any and all
      Claims that the Releasors may have as of the date Executive signs this
      Agreement arising under the Federal Age Discrimination in Employment Act
      of 1967, as amended, and the applicable rules and regulations
      promulgated thereunder (“ADEA”). By signing this Agreement, Executive
      hereby acknowledges and confirms the following: (i) Executive was
      advised by the Trust in connection with his termination to consult with
      an attorney of his choice prior to signing this Agreement and to have
      such attorney explain to Executive the terms of this Agreement,
      including, without limitation, the terms relating to Executive’s release
      of claims arising under ADEA and, Executive has in fact consulted with
      an attorney; (ii) Executive was given a period of not fewer than
      twenty-one (21) days to consider the terms of this Agreement and to
      consult with an attorney of his choosing with respect thereto;
      (iii) Executive is providing the release and discharge set forth in this
      Section 9(b) only in exchange for consideration in addition to anything
      of value to which Executive is already entitled; and (iv) Executive
      knowingly and voluntarily accepts the terms of this Agreement. The
      release and discharge set forth in this Section 9(b) may be revoked by
      Executive by a written instrument signed by Executive and received by
      the Trust prior to the expiration of the seven (7) day period commencing
      on the date Executive signs this Agreement.
    

    
                (c)       NO ASSIGNMENT. Executive represents and warrants
      that he has not assigned any of the Claims being released under this
      Section 9.
    

    
                (d)       COVENANT NOT TO SUE.  In return for the Trust’s
      obligations under this Agreement, Executive gives up, to the fullest
      extent permitted by law, any right to file any lawsuit against the Trust
      or any of its affiliates about anything arising in the course of
      Executive’s employment or the termination of Executive’s employment
      under any state or federal statute and under the common law.
    

    
                (e)       CLAIMS. Executive agrees that he has not instituted,
      assisted or otherwise participated in connection with, any action,
      complaint, claim, charge, grievance, arbitration, lawsuit, or
      administrative agency proceeding, or action at law or otherwise against
      any member of the Trust Group or any of their respective officers,
      employees, directors, trustees, shareholders or agents.
    

    
                10.       RELEASE BY TRUST.
    

    
      
        

        

      

      
        
          6
        

        
          


        

      

      
        

        

      

    

    
                (a)       RELEASE. In consideration of the Executive entering
      into this Agreement, and Executive's waiver and releases set forth
      above, and after consultation with counsel, the Trust Group, and each of
      their respective officers, employees, directors, trustees, shareholders
      and agents (collectively the "Trust Releasors") hereby irrevocably and
      unconditionally release and forever discharge the Releasors from any and
      all known claims, actions, causes of action, rights, judgments,
      obligations, damages, demands, accountings or liabilities of whatever
      kind or character (collectively, “Trust Claims”), including, without
      limitation, any Trust Claims related to breach of contract and every
      type of damage, compensation and/or relief (legal, equitable and
      otherwise) available that any of the Trust Releasors may have, arising
      out of Executive’s employment relationship with and service as an
      employee, officer or director of the Trust Group or any of them, or the
      termination of such relationship or service; provided, however,
      that the release set forth in this Section 10(a) shall not apply to the
      obligations of Executive under this Agreement.
    

    
                (b)       NO ASSIGNMENT. The Trust represents and warrants
      that the Trust Group has not assigned any of the Trust Claims being
      released under this Section 10.
    

    
                (c)       COVENANT NOT TO SUE.  In return for Executive’s
      obligations under this Agreement, the Trust Group gives up, to the
      fullest extent permitted by law, any right to file any lawsuit against
      any of the Releasors relating to any Trust Claims being released under
      this Section 10.
    

    
                (d)       CLAIMS. The Trust agrees that neither it nor any
      other member of the Trust Group has instituted, assisted or otherwise
      participated in connection with, any action, complaint, claim, charge,
      grievance, arbitration, lawsuit, or administrative agency proceeding, or
      action at law or otherwise against any of the Releasors.
    

    
                11.       NOTICES. All notices required to be given hereunder
      shall be given in writing, by personal delivery or by mail, addressed as
      follows:
    

    
      If to Executive:
    

    
      Richard J. Smith
3450 Black Cherry Court
Oakland, Michigan 48363
    

    

    

    
      If to the Trust:
    

    
      Ramco-Gershenson Properties Trust
31500 Northwestern Highway, Suite
      300
Farmington Hills, MI  48334
Attn:  President
    

    

    

    
      or at such other address as may be designated in writing by either
      party. Any notice given by overnight or next-day mail or delivery shall
      be deemed to have been given the day following the day such notice is
      sent. Any other notice that is given by mail shall be deemed to have
      been given three days following such mailing.
    

    
      
        

        

      

      
        
          7
        

        
          


        

      

      
        

        

      

    

    
                12.       ASSIGNMENT AND SUCCESSORS. This Agreement may not be
      assigned by Executive or the Trust, except that the Trust may assign
      this Agreement to any successor in interest to the Trust, provided that
      (a) such assignee assumes all obligations of the Trust hereunder, and
      (b) the Executive consents in writing to the assignment, which consent
      will not be unreasonably withheld if reasonable assurance is provided to
      Executive that the assignee has the financial ability to promptly and
      fully perform all of the Trust's obligations under this Agreement.  
    

    
                13.       MICHIGAN LAW. This Agreement and all matters or
      issues collateral thereto shall be governed by the laws of the State of
      Michigan, without giving effect to the conflicts of laws principles
      thereof.
    

    
                14.       SEVERABILITY. The invalidity or unenforceability of
      any provision of this Agreement shall not affect the validity or
      enforceability of any other provision of this Agreement.
    

    
                15.       ENTIRE AGREEMENT, ETC. This Agreement supersedes the
      Employment Agreement and any and all agreements, discussions,
      negotiations or understandings and constitutes the entire agreement of
      the parties with respect to the subject matter hereof, and can be
      amended only by a writing signed by the parties hereto which
      specifically refers to this Agreement. No rule or presumption regarding
      the construction of this Agreement against the drafter shall apply.
    

    
                16.       WAIVER. Any party’s failure to insist upon strict
      compliance with any provision hereof shall not be deemed to be a waiver
      of such provision or any other provision hereunder.
    

    
                17.       BENEFICIARIES. Any payment provided to be made to
      Executive shall, in the event of Executive’s death, instead be made
      (i) in the case of any payment pursuant to a plan or other arrangement
      under which Executive has designated a beneficiary, to Executive’s
      beneficiary and (ii) in any other case, to the legal representative of
      Executive’s estate or such other beneficiary as he may hereafter
      designate in writing by notice to the Trust, or (iii) as otherwise
      required by law.
    

    
                18.       DEDUCTIONS AND WITHHOLDINGS. All amounts payable
      under this Agreement shall be paid less deductions and income and
      payroll tax withholdings as may be required under applicable law,
      including by reducing, in satisfaction of such deductions and
      withholdings, the number of shares of Common Stock that may be delivered
      to Executive hereunder, and any benefits and perquisites provided to
      Executive under this Agreement shall be taxable to Executive as may be
      required under applicable law.
    

    
                19.       COUNTERPARTS. This Agreement may be executed in one
      or more counterparts, each of which shall be deemed to be an original
      but all of which together shall constitute one and the same instrument.
    

    
      
        

        

      

      
        
          8
        

        
          


        

      

      
        

        

      

    

    
                20.       HEADINGS. The descriptive headings contained in this
      Agreement are included for convenience of reference only and shall not
      affect in any way the meaning or interpretation of this Agreement.
      Unless otherwise expressly provided for in this Agreement, the word
      “including” or any variation thereof means “including, without
      limitation” and shall not be construed to limit any general statement
      that it follows to the specific or similar items or matters immediately
      following it.
    

    
                21.       SECTION 409A.  The Trust and Executive intend that
      this Agreement and the payments made under this Agreement comply with
      Section 409A of the Internal Revenue Code ("Section 409A").  To the
      extent that Executive reasonably determines that any provision of, or
      any payment made or to be made under, this Agreement would subject
      Executive to the additional twenty percent tax imposed by Section 409A,
      this Agreement shall be amended to the minimum extent necessary to avoid
      application of such additional tax, while retaining a substantially
      equivalent economic benefit for Executive.
    

    
                IN WITNESS WHEREOF, the parties hereto have executed this
      Agreement as of the day and year first above written.
    

    

    

    

    

    
    	
           
        	
          RAMCO-GERSHENSON PROPERTIES TRUST
        
	

        	

        	
           
        
	

        	

        	
           
        
	

        	

        	
           
        
	

        	
          By:
        	
          /s/ DENNIS GERSHENSON
        
	

        	
          Name:
        	
          Dennis Gershenson
        
	

        	
          Title:
        	
          President
        
	

        	

        	
           
        
	

        	

        	
           
        
	

        	

        	
          /s/ RICHARD J. SMITH
        
	

        	

        	
          Richard J. Smith
        


    

    
      9